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ARTICLES OF AMENDMENT
TO

In
accordance with Sections 14-2-602 and 14-2-1006 of the Georgia Business Corporation
Code (the Code), INTERCEPT, INC. (the Corporation), a corporation
organized and existing under and by virtue of the Code, DOES HEREBY CERTIFY:

1.

The name of the Corporation is InterCept, Inc.

2.

The Amended and Restated Articles of Incorporation of the Corporation are hereby
amended to provide for the establishment and designation of a new Series B
Preferred Stock which shall have the terms, preferences, limitations and
relative rights set forth on Exhibit A attached hereto and made a
part hereof.

3.

The Corporations Board of Directors duly adopted a resolution containing
the amendment on June 21, 2004.

4.

Such amendment was duly adopted by the Board of Directors and shareholder action
was not required, pursuant to the authority granted in Article Two of the
Corporations Articles of Incorporation and Section 14-2-602 of the Code.

IN
WITNESS WHEREOF, the Corporation has caused this Amendment to be signed by the undersigned
duly authorized officer, this 23rd day of June, 2004.

Of
the 1,000,000 authorized shares of Preferred Stock, no par value, 100,000 shall be a
series designated as Series B Preferred Stock (hereinafter referred to as Series B
Preferred). The Series B Preferred shall be deemed to have an original purchase
price of $100.00 per share (as appropriately adjusted to reflect any stock split,
combination, reclassification or reorganization of the Series B Preferred, the
Series B Original Price). With respect to liquidation rights and redemption
rights as provided for in the Corporations Amended and Restated Articles of
Incorporation, as amended (including this Amendment, the Restated Articles),
the Series B Preferred shall rank senior to all Junior Stock.

SECTION 2. REDUCTION OF AUTHORIZED SHARES.

The
number of Series B Shares may be reduced or eliminated by the Board or a duly-authorized
committee thereof in compliance with the Georgia Business Corporation Code and the terms
hereof; provided, however, that no decrease shall reduce the number of shares of
any such series to less than the sum of the number of shares of such series then issued
and outstanding, plus the number of shares of such series issuable pursuant to rights or
warrants then outstanding to subscribe for or purchase shares of such series, plus the
number of shares of such series issuable upon the exercise of any options then outstanding
to purchase shares of such series, plus shares of such series issuable upon exercise,
conversion or exchange of any securities then outstanding that are exercisable,
convertible or exchangeable for shares of such series.

SECTION 3. CERTAIN DEFINITIONS.

For
purposes of this Amendment, the following definitions shall apply:

Amendment
means this Designation of Preferences, Limitations, and Relative Rights of Series B
Preferred Stock of InterCept, Inc.

Board
means the Board of Directors of the Corporation.

Business
Day means any day excluding Saturday, Sunday and any day which shall be, in the
State of Georgia, a legal holiday or a day on which banking institutions in the State of
Georgia are authorized by law to close.

Change
of Shares has the meaning assigned to such term in Section 8(e)(ii) hereof.

Closing
Bid Price of any security, for each trading day, means the price at which such
security was last exchanged on the Stock Market during such trading day, or, if there

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were no transactions on such trading
day, the average of the reported closing bid and asked prices, regular way, of such
security on the relevant Stock Market on such trading day or if there is no closing bid
price, the last sale price of such security, regular way.

Common
Holders means the holders of Common Stock.

Common Shares
means the shares of Common Stock.

Common
Stock means the common stock, no par value, of the Corporation.

Convertible
Securities has the meaning assigned to such term in Section 8(e)(vi)(C) hereof.

Corporation
means InterCept, Inc., a corporation organized and existing under the laws of the State of
Georgia.

Dilutive
Issuance has the meaning assigned to such term in Section 8(e)(ii) hereof.

Fair
Market Value of any asset (including any security) means the fair market value
thereof as mutually determined by the Corporation and a Series B Majority, except that (i)
the Fair Market Value of cash is its face amount and (ii) the Fair Market Value of any
marketable securities equals the average Closing Bid Price of such securities for the
fifteen trading days immediately prior to the date of determination of the Fair Market
Value of such marketable securities. If the Corporation and a Series B Majority are unable
to reach agreement on any valuation of property or securities, such valuation shall be
submitted to, and determined by, a nationally recognized independent investment bank
selected by the Board and a Series B Majority (or, if such selection cannot be agreed upon
promptly, or in any event within ten days, then such valuation shall be made by a
nationally recognized independent investment banking firm selected by the American
Arbitration Association in New York City in accordance with its rules), the costs of which
valuation shall be paid for by the Corporation.

Junior
Stock means any class or series of equity securities of the Corporation now
existing or hereafter created, including, without limitation, the Common Stock, which by
the terms of creation of such class or series ranks junior to the Series B Preferred with
respect to liquidation rights and/or redemption rights.

Issuance
Date means the date of original issuance of the Series B Preferred.

Liquidation
means any voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation.

Notice
has the meaning assigned to such term in Section 8(f) hereof.

Permitted
Transaction has the meaning assigned to such term in Section 7(b) hereof.

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Person
means any natural person and any corporation, partnership, joint venture, limited
liability company or any other entity, organization or association.

Registered
Holders means, at any time, the holders of record of Series B Preferred.

Sale
Event means (i) any merger, consolidation, combination, reorganization or other
similar transaction or series of related transactions pursuant to which any Person or
group of related Persons (as the term group is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) obtains control of securities of the
Corporation constituting in excess of 50% of the voting power of the Corporation, or (ii)
the sale or license of all or substantially all of the assets of the Corporation.

Securities
Act means the Securities Act of 1933, as amended.

Series
B Conversion Price has the meaning assigned to such term in Section 8(c)(i)
hereof.

Series
B Holders means the holders of Series B Shares.

Series B
Liquidation Amount has the meaning assigned to such term in Section 5(a) hereof.

Series
B Majority means Series B Holders that own more than 50% of the outstanding
Series B Shares.

Series
B Original Price has the meaning assigned to such term in Section 1 hereof.

Series B
Preferred has the meaning assigned to such term in Section 1 hereof.

Series
B Shares means shares of Series B Preferred.

Stock
Market means, with respect to any security, the principal national securities
exchange on which such security is listed or admitted to trading or, if such security is
not listed or admitted to trading on any national securities exchange, shall mean The
Nasdaq National Market System or The Nasdaq SmallCap Market or, if such security is not
quoted on Nasdaq, shall mean the OTC Bulletin Board or, if such security is not quoted on
the OTC Bulletin Board, shall mean the over-the-counter market as furnished by any NASD
member firm selected from time to time by the Corporation for that purpose.

Subsidiary
means any corporation, limited liability company or other entity, a majority of the voting
stock or interests of which is, at the time as of which any determination is being made,
owned by the Corporation either directly or through one or more Subsidiaries.

Voting
Stock means any shares of capital stock of the Corporation having general voting
power in electing the Board (irrespective of whether or not at the time stock of any other
class or classes has or might have voting power by reason of the occurrence of any

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contingency). Without limitation of any such shares that might constitute Voting Stock, the
Common Stock and the Series B Preferred are Voting Stock.

SECTION 4. DIVIDENDS

If
the Corporation shall at any time pay a dividend on the Common Stock (other than a
dividend payable solely in shares of Common Stock) or on any shares of Junior Stock that
are convertible into Common Stock, it shall, at the same time, pay to each Series B Holder
a dividend equal to the dividend that would have been payable to such holder if the Series
B Shares held by such holder had been converted into Common Stock on the date of
determination of holders of Common Stock entitled to receive such dividend (irrespective
of whether the Series B Shares were actually convertible as of such date). Other than the
foregoing, the Series B Preferred shall not be entitled to any dividend rights.

SECTION 5. LIQUIDATION; SALE EVENT.

In
the event of any Liquidation or Sale Event, distributions to the shareholders of the
Corporation out of assets of the Corporation legally available for distribution to its
shareholders (whether from capital or surplus) shall be made in the following manner:

(a)
The Series B Holders shall be entitled to receive, prior and in preference to
any distribution of any of the assets of the Corporation to the holders of
Junior Stock, an amount (in the aggregate, the Series B Liquidation
Amount) per share equal to the Series B Original Price. If the assets of
the Corporation legally available for distribution to its shareholders are
insufficient to permit the payment to the Series B Holders of the aggregate
Series B Liquidation Amount, then the entire assets of the Corporation legally
available for distribution to its shareholders shall be distributed ratably
among the Series B Holders according to the Series B Liquidation Amount payable
to each such holder.

(b)
Following payment in full of the Series B Liquidation Amount as aforesaid, the
remaining assets of the Corporation available for distribution to its
shareholders shall be distributed among the holders of Junior Stock in the
manner set forth in the Restated Articles.

(c)
For purposes of this Section 5, if any assets distributed to shareholders upon a
Liquidation or Sale Event consist of property other than cash, the amount of
such distribution shall be deemed to be the Fair Market Value thereof at the
time of such distribution.

SECTION 6. VOTING RIGHTS.

Series
B Holders shall have full voting rights and powers equal to the voting rights and powers
of the Common Holders, and shall be entitled to vote, together with the Common Holders, on
any and all matters upon which the Common Holders have the right to vote. Except as
otherwise expressly provided herein, the Series B Holders shall be entitled to the number
of votes equal to the largest number of full Common Shares into which the Series B Shares
held by such holder could be converted, assuming for this purpose that the Series B Shares
are converted (regardless of whether the conversion right has yet matured), on the record

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date for the determination of the
shareholders entitled to vote on such matters or, if no record date is established, on the
date such vote is taken. Except as expressly provided in this Amendment, or as required by
law, the holders of Voting Stock shall vote together, and not as separate classes, on any
matter submitted to the shareholders of the Corporation for a vote.

SECTION 7. RESTRICTIONS AND LIMITATIONS.

(a)
The Corporation shall not, and shall not permit any Subsidiary to, without the
prior written consent of a Series B Majority:

(i)
Take any action that alters, changes or adversely affects any rights, privileges
or protections of the Series B Preferred, whether by amendment of the Restated
Articles, merger or otherwise (excluding, however, any action taken pursuant to
 and effective only upon the closing of  a Permitted Transaction);
or

(ii)
Authorize, designate, create or issue (whether by amendment of the Restated
Articles, merger or otherwise) any shares of any class or series of stock having
any rights, preferences or privileges senior to or on parity with the Series B
Preferred with respect to dividends, distributions, or upon a Liquidation or
Sale Event or with respect to voting power (other than (A) as to matters
relating solely to such class of capital stock and other than by virtue of
increased voting power commensurate with differences in original issuance price
or (B) if pursuant to  and effective only upon the closing of  a
Permitted Transaction).

(b)
The Corporation shall not approve or effect a Liquidation or a Sale Event
without the prior written consent of a Series B Majority unless the Liquidation
or Sale Event (i) is approved by a majority of the members of the Board and (ii)
results in consideration per Series B Share to be paid at closing (i.e.,
excluding escrows, earn-outs or other contingent consideration) equal to at
least one hundred and eighty percent (180%) of the Series B Original Price (any
such Liquidation or Sale Event meeting the requirements of (i) and (ii) of this
clause (b), a Permitted Transaction). The consideration received, if
not cash, shall be valued in the manner set forth in the definitive agreement
relating to the Liquidation or Sale Event, subject to the remainder of this
Section 7(b). If the definitive agreement relating to the Liquidation or Sale
Event provides for the shareholders of the Corporation to receive consideration
that is composed all or in part of a specified number of marketable securities,
the value of those securities for purposes of determining whether such
transaction is a Permitted Transaction shall be established as of the execution
date of the definitive agreement rather than at the closing date, and any
decline in the trading price of such securities between the execution date of
such definitive agreement and the closing date shall have no effect on whether
such transaction is a Permitted Transaction. If the definitive
agreement does not value such securities in dollar terms but specifies the
number of securities to be distributed to the Corporations shareholders in
or as a result of the transaction, then the consideration for purposes of the
definition of Permitted Transaction shall be the Fair Market Value
of such securities on the execution date of the definitive agreement. If the
definitive agreement does not specify the number of such marketable securities
to be received as consideration but instead specifies that the shareholders of
the Corporation shall receive securities on the closing date with a then-current
market value (pursuant to a method of valuation described in the definitive
agreement) that would satisfy

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clause (ii), then the value of such
securities on the closing date (as so valued) shall be the consideration for purposes of
the definition of Permitted Transaction.

(c)
Without limiting the consent rights set forth in paragraphs (a) and (b) above,
unless approved by a majority of the members of the Board, the Corporation shall
not, and shall not permit any Subsidiary to, without the prior written consent
of a Series B Majority:

(i)
Amend or repeal any provision of the Restated Articles or the Bylaws of the
Corporation;

(ii)
Permit any Subsidiary to sell or issue any of its capital stock or any right to
acquire any of its capital stock to any party other than the Corporation;

(iii)
Change the number of directors constituting the Board;

(iv)
Increase the size of the pool of stock available for issuance under options to
be granted to officers, directors, employees, consultants or others (other than
pursuant to option plans and the stock purchase plan currently in effect);

(v)
Make, or take any action that results in, any investment in or loan by the
Corporation or any Subsidiary to any other Person in an amount greater than $5
million in the aggregate; or

(vi)
Change the nature of the Corporations business.

(d)
The Series B Holders shall be deemed to have withheld their consent pursuant to
Section 7(b) hereof with respect to any Sale Event that is not approved by a
majority of the members of the Board. In the event that any Permitted
Transaction requires the vote of the Series B Holders, they shall be deemed to
have voted in favor of any such Permitted Transaction.

SECTION 8. CONVERSION.

The Series B Holders shall have the following conversion rights:

(a)
Conversion at Holders Option. Any Series B Holder shall have the
right, at its option, to convert any of its Series B Shares into Common Stock on
the terms set forth herein at any time from and after the earliest to occur of:

(i)
The date as of which the Closing Bid Price of the Common Stock shall have been
equal to or greater than one hundred and eighty percent (180%) of the Series B
Conversion Price per share (as adjusted for any stock splits, stock dividends or
recapitalizations) for at least ten (10) consecutive trading days;

(ii)
September 16, 2008; or

(iii)
Five business days prior to a Liquidation or the closing of a Sale Event.

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(b)
Conversion at Corporations Option. The Corporation shall have the
right, at its option, to cause all Series B Shares to be converted to Common
Stock on the terms set forth herein at any time from and after the later to
occur of (i) December 31, 2005 and (ii) the date as of which the Closing Bid
Price of the Common Stock shall have been equal to or greater than two hundred
fifty percent percent (250%) of the Series B Conversion Price per share (as
adjusted for any stock splits, stock dividends or recapitalizations) for at
least fifteen (15) consecutive trading days.

(c)
Number of Shares Receivable on Conversion.

(i)
Upon the conversion of any Series B Shares pursuant to paragraph (a) or
paragraph (b) above, the holder of the share or shares to be converted shall be
entitled to receive such number of fully paid and nonassessable whole Common
Shares as is obtained by multiplying (i) the number of Series B Shares so to be
converted by (ii) the Series B Original Price, and dividing the result by the
Series B Conversion Price. For purposes hereof, the initial conversion price
shall be $10.50, subject to adjustment as provided herein (such number, as so
adjusted from time to time, the Series B Conversion Price).

(d)
Mechanics of Conversion.

(i)
Upon a conversion of Series B Preferred pursuant to paragraph (a) above, each
converting holder shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Series B Preferred, and shall give written notice to the Corporation at such
office that such holder elects to convert the same and shall state therein the
number and series of Series B Shares being converted. Thereupon the Corporation
shall promptly issue and deliver to such holder a certificate or certificates
for the number of Common Shares to which such holder is entitled, together with
a cash adjustment of any fraction of a share as hereinafter provided. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the certificate or certificates
representing the Series B Shares to be converted, and the person or entity
entitled to receive the Common Shares issuable upon such conversion shall be
treated for all purposes as the record holder of such Common Shares on such
date.

In
the event that a notice to convert is given following a Notice pursuant to paragraph (f)
of this Section 8 and such action described in paragraph (f) of this Section 8 is not
consummated on the terms described in such notices, then the conversion shall, at the
option of the holder of the Series B Preferred who tendered for conversion, be voidable
and such holder shall have the right to maintain ownership of the Series B Shares tendered
for conversion.

(ii)
Upon a conversion of the Series B Preferred pursuant to paragraph (b) above, the
outstanding Series B Shares shall be converted automatically upon notice from
the Corporation to the Registered Holders without any further action by such
holders and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent; provided, however,
that the Corporation shall not be

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obligated
to issue certificates evidencing the Common Shares issuable upon such conversion unless
the certificates evidencing such Series B Shares are either delivered to the Corporation
or its transfer agent as provided below, or the holder thereof notifies the Corporation or
its transfer agent that such certificates have been lost, stolen, mutilated or destroyed
and executes an agreement satisfactory to the Corporation to indemnify the Corporation
from any loss incurred by it in connection with such certificates. Upon the occurrence of
such a conversion, the Series B Holders shall surrender the certificates representing such
shares at the office of the Corporation or any transfer agent for the Series B Preferred.
Thereupon, there shall be issued and delivered to such holder promptly at such office and
in its name as shown on such surrendered certificate or certificates, a certificate or
certificates for the number of Common Shares into which the Series B Shares surrendered
were convertible on the date on which such conversion took place.

(e)
Adjustment of Series B Conversion Price.

(i)
Except as otherwise provided herein, in the event the Corporation shall, at any
time or from time to time after the Issuance Date, (A) issue any Common Shares
as a stock dividend to the Common Holders, (B) subdivide the outstanding Common
Shares into a greater number of shares, or (C) combine the outstanding Common
Shares in a lesser number of shares (any such stock dividend, subdivision or
combination being herein called a Change of Shares), then, and
thereafter upon each further Change of Shares, the Series B Conversion Price in
effect immediately prior to such Change of Shares shall be proportionately
decreased in the case of a Change of Shares pursuant to clause (A) or (B), and
shall be proportionately increased in the case of a Change of Shares pursuant to
clause (C).

(ii)
Except as otherwise provided herein, in the event the Corporation shall, at any
time or from time to time after the Issuance Date, sell or issue any Common
Shares for a consideration per share less than the Series B Conversion Price in
effect on the date of such sale or issuance (such sale or issuance being herein
called a Dilutive Issuance), then, and thereafter upon each further
such issuance, the Series B Conversion Price in effect immediately prior to such
issuance, shall be changed in accordance with the provisions of paragraph (iii)
of this Section 8(e).

(iii)
Whenever the Series B Conversion Price is to be adjusted as provided in Section
8(e)(ii) hereof, the Series B Conversion Price shall be changed to a price
(rounded to the nearest cent) determined by multiplying the Series B Conversion
Price in effect immediately prior to the Dilutive Issuance by a fraction, the
numerator of which shall be the sum of (x) the number of Common Shares
outstanding immediately prior to the such Dilutive Issuance and (y) the number
of Common Shares which the aggregate consideration received (determined as
provided in Section 8(e)(vi)(F)) for the Dilutive Issuance would purchase at the
Series B Conversion Price in effect immediately prior to such Dilutive Issuance,
and the denominator of which shall be the number of Common Shares outstanding
immediately after the Dilutive Issuance. Such adjustment shall be made
successively whenever a Dilutive Issuance is made.

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(iv)
In case of any reclassification, capital reorganization or other change of
outstanding Common Shares, or in case of any consolidation or merger of the
Corporation with or into another entity (other than a Sale Event that results in
the payments for the Series B Preferred as provided in Section 5 hereof), the
Corporation shall cause effective provisions to be made so that each holder of a
Series B Share shall be entitled to receive, upon conversion of such share
thereof, the kind and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation, merger, sale or conveyance by a holder of the
number of Common Shares into which such Series B Share was convertible
immediately prior to such reclassification, capital reorganization or other
change, consolidation, merger, sale or conveyance. Any such provision shall
include provision for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 8(e). The
Corporation shall not effect any such consolidation, merger or sale unless prior
to or simultaneously with the consummation thereof the successor (if other than
the Corporation) resulting from such consolidation or merger or the entity
purchasing assets or other appropriate entity shall assume, by written
instrument executed and delivered to the Registered Holders, the obligation to
deliver to the Series B Holders such shares of stock, securities or assets as,
in accordance with the foregoing provisions, such holders may be entitled to
receive and the other obligations under the Restated Articles. The foregoing
provisions shall similarly apply to successive reclassifications, capital
reorganizations and other changes of outstanding Common Shares and to successive
consolidations, mergers, sales or conveyances.

(v)
After each adjustment of the Series B Conversion Price pursuant to this
Subsection 8(e), the Corporation will promptly prepare a certificate signed by
the Chairman or President, and by the Chief Financial Officer or the Secretary
or an Assistant Secretary, of the Corporation setting forth: (A) the Series B
Conversion Price as so adjusted and (B) a brief statement of the facts
accounting for such adjustment. The Corporation will promptly file such
certificate with its transfer agent for the Series B Preferred (if it has one)
and cause a brief summary thereof to be sent by ordinary first class mail to
each Registered Holder affected by such adjustment at such Persons last
address as it shall appear on the registry books of the Corporation or its
transfer agent, as applicable. No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity of such adjustment.
The affidavit of an officer of the transfer agent or the Secretary or an
Assistant Secretary of the Corporation that such notice has been mailed shall,
in the absence of fraud, be prima facie evidence of the facts stated
therein. A transfer agent may rely on the information in the certificate as true
and correct and has no duty or obligation to independently verify the amounts or
calculations set forth therein.

(vi)
For purposes of Section 8(e)(iii) hereof, the following provisions (A) through
(G) shall also be applicable:

(A)
The number of Common Shares deemed outstanding at any given time shall, as
further provided in Section 8(e)(vi)(C) hereof, include all shares of capital
stock convertible into, or exchangeable for, Common Stock (on

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an as converted basis) as well as all Common Shares issuable upon the exercise of (1) any
convertible debt, (2) warrants outstanding on the applicable date, and (3) options
outstanding on the applicable date.

(B)
No adjustment of the Series B Conversion Price shall be made unless such
adjustment would require an increase or decrease of at least $.01 in such price;
provided that any adjustments which by reason of this subparagraph (B) are not
required to be made shall be carried forward and shall be made at the time of
and together with the next subsequent adjustment which, together with
adjustments so carried forward, shall require an increase or decrease of at
least $.01 in the Series B Conversion Price then in effect hereunder.

(C)
In case of (1) the sale or other issuance by the Corporation (including as a
component of a unit) of any rights or warrants to subscribe for or purchase, or
any options for the purchase of, Common Stock or any securities convertible into
or exchangeable for Common Stock (such securities convertible, exercisable or
exchangeable into Common Stock being herein called Convertible
Securities), or (2) the issuance by the Corporation, without the receipt
by the Corporation of any consideration therefor, of any rights or warrants to
subscribe for or purchase, or any options for the purchase of, Common Stock or
Convertible Securities, whether or not such rights, warrants or options, or the
right to convert or exchange such Convertible Securities, are immediately
exercisable, and the consideration per share for which Common Stock is issuable
upon the exercise of such rights, warrants or options or upon the conversion or
exchange of such Convertible Securities (determined by dividing (x) the minimum
aggregate consideration, as set forth in the instrument relating thereto without
regard to any antidilution or similar provisions contained therein for a
subsequent adjustment of such amount, payable to the Corporation upon the
exercise of such rights, warrants or options, plus the consideration received by
the Corporation for the issuance or sale of such rights, warrants or options,
plus, in the case of such Convertible Securities, the minimum aggregate amount,
as set forth in the instrument relating thereto without regard to any
antidilution or similar provisions contained therein for a subsequent adjustment
of such amount, of additional consideration, if any, other than such Convertible
Securities, payable upon the conversion or exchange thereof, by (y) the total
maximum number, as set forth in the instrument relating thereto without regard
to any antidilution or similar provisions contained therein for a subsequent
adjustment of such amount, of Common Shares issuable upon the exercise of such
rights, warrants or options or upon the conversion or exchange of such
Convertible Securities issuable upon the exercise of such rights, warrants or
options) is less than the Series B Conversion Price as of the date of the
issuance or sale of such rights, warrants or options, then such total maximum
number of Common Shares issuable upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such Convertible Securities (as of
the date of the issuance or sale of such rights, warrants or options) shall be
deemed to be Common Stock for the purposes of Section 8(e)(iii)
hereof and shall be deemed to have been sold for an amount

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equal
to such consideration per share and shall cause an adjustment to be made in accordance
with Section 8(e)(iii) hereof.

(D)
In case of the sale by the Corporation of any Convertible Securities, whether or
not the right of conversion or exchange thereunder is immediately exercisable,
and the price per share for which Common Stock is issuable upon the conversion
or exchange of such Convertible Securities (determined by dividing (1) the total
amount of consideration received by the Corporation for the sale of such
Convertible Securities, plus the minimum aggregate amount, as set forth in the
instrument relating thereto without regard to any antidilution or similar
provisions contained therein for a subsequent adjustment of such amount, of
additional consideration, if any, other than such Convertible Securities,
payable upon the conversion or exchange thereof, by (2) the total maximum
number, as set forth in the instrument relating thereto without regard to any
antidilution or similar provisions contained therein for a subsequent adjustment
of such amount, of Common Shares issuable upon the conversion or exchange of
such Convertible Securities) is less than the Series B Conversion Price as of
the date of the sale of such Convertible Securities, then such total maximum
number of Common Shares issuable upon the conversion or exchange of such
Convertible Securities (as of the date of the sale of such Convertible
Securities) shall be deemed to be Common Stock for purposes of
Section 8(e)(iii) hereof and shall be deemed to have been sold for an amount
equal to such consideration per share and shall cause an adjustment of the
Series B Conversion Price to be made in accordance with Section 8(e)(iii)
hereof.

(E)
In case the Corporation shall modify the rights of conversion, exchange or
exercise of any of the securities referred to in paragraphs (C) and (D) above or
any other securities of the Corporation convertible, exchangeable or exercisable
for Common Shares, for any reason other than an event that would require
adjustment to prevent dilution, so that the consideration per share received by
the Corporation after such modification is less than the Series B Conversion
Price as of the date prior to such modification, then such securities, to the
extent not theretofore exercised, converted or exchanged, shall be deemed to
have expired or terminated immediately prior to the date of such modification
and the Corporation shall be deemed for purposes of calculating any adjustments
pursuant to this Section 8(e) to have issued such new securities upon such new
terms on the date of modification. Such adjustment shall become effective as of
the date upon which such modification shall take effect. On the expiration or
cancellation of any such right, warrant or option or the termination or
cancellation of any such right to convert or exchange any such Convertible
Securities, the Series B Conversion Price then in effect hereunder shall
forthwith be readjusted to such conversion price as would have obtained (1) had
the adjustments made upon the issuance or sale of such rights, warrants, options
or Convertible Securities been made upon the basis of the issuance of only the
number of Common Shares theretofore actually delivered (and the total
consideration received therefor) upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such Convertible Securities and
(2)

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had
adjustments been made on the basis of the Series B Conversion Price as adjusted under item
(1) of this sentence for all transactions (which would have affected such adjusted
conversion price) made after the issuance or sale of such rights, warrants, options or
Convertible Securities.

(F)
In case of the sale of any Common Shares, any Convertible Securities, any rights
or warrants to subscribe for or purchase, or any options for the purchase of,
Common Stock or Convertible Securities, the consideration received by the
Corporation therefor shall be deemed to be the gross sales price therefor
without deducting therefrom any expense paid or incurred by the Corporation or
any underwriting discounts or commissions or concessions paid or allowed by the
Corporation in connection therewith. In the event that any securities shall be
issued in connection with any other securities of the Corporation, together
comprising one integral transaction in which no specific consideration is
allocated among the securities, then each of such securities shall be deemed to
have been issued for such consideration as the Board determines in good faith;
provided, however, that if a Series B Majority disagrees with such
determination, the Corporation shall retain, at its own expense, an independent
investment banking firm for the purpose of obtaining an appraisal.

(G)
In case any event shall occur as to which the other provisions of this Section 8
are not strictly applicable but as to which the failure to make any adjustment
would not fairly protect the conversion rights represented by this Section 8 in
accordance with the essential intent and principles hereof then, in each such
case, a Series B Majority may appoint a firm of independent public accountants
of recognized national standing reasonably acceptable to the Corporation, which
shall give their opinion as to the adjustment, if any, on a basis consistent
with the essential intent and principles established herein, necessary to
preserve the conversion rights represented herein. Upon receipt of such opinion,
the Corporation will promptly mail a copy thereof to all Registered Holders and
shall make the adjustments described therein. The fees and expenses of such
independent public accountants shall be borne by the Corporation.

(vii)
Notwithstanding any other provision hereof, no adjustment to the Series B
Conversion Price will be made:

(A)
upon the issuance of common stock, granting of options or warrants or the
exercise of options or warrants which may heretofore have been or hereafter be
granted with the approval of the Board, or exercised, under any employee benefit
plan of the Corporation to officers, directors or employees;

(B)
upon the issuance or sale of Common Stock or Convertible Securities pursuant to
the exercise of any rights, options or warrants to receive, subscribe for or
purchase, or any options for the purchase of, Common Stock or Convertible
Securities, whether or not such rights, warrants or options were outstanding on
the date of the filing of this Amendment or were thereafter issued or sold,
provided that an adjustment was either made or not required to be made in

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accordance
with Sections 8(e)(ii) or 8(e)(vi) hereof in connection with the issuance or sale of such
securities or any modification of the terms thereof;

(C)
upon the issuance of Common Stock or Convertible Securities as acquisition
consideration in a bona fide acquisition approved by the Board (provided that
the principal asset of the Person being acquired is not cash); or

(D)
upon the issuance or sale of Common Stock in a public offering registered under
the Securities Act.

(viii)
As used in this Subsection 8(e), the term Common Stock shall mean
and include the Corporations Common Stock authorized on the date of filing
of this Amendment and shall also include any capital stock of any class of the
Corporation hereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding up of the Corporation; provided, however, that the shares
issuable upon conversion of the Series B Preferred shall include only shares of
such class designated in the Restated Articles as Common Stock or (A), in the
case of any reclassification, change, consolidation, merger, sale or conveyance
of the character referred to in Section 8(e)(iv) hereof, the stock, securities
or property provided for in such section or (B), in the case of any
reclassification or change in the outstanding Common Shares issuable upon
conversion of the Series B Preferred as a result of a subdivision or combination
or consisting of a change in par value, or from par value to no par value, or
from no par value to par value, such Common Shares as so reclassified or
changed.

(f)
Prior Notice of Certain Events. In case:

(i)
the Corporation shall declare any dividend or any other distribution in respect
of any class or series of capital stock;

(ii)
the Corporation shall authorize the granting to the Common Holders of rights or
warrants to subscribe for or purchase any shares of stock of any class or of any
other rights or warrants;

(iii)
of any reclassification of the Common Stock (other than a subdivision or
combination of the outstanding Common Stock, or a change in par value, or from
par value to no par value, or from no par value to par value);

(iv)
of any consolidation or merger (including, without limitation, a Sale Event) to
which the Corporation is a party and for which approval of any shareholders of
the Corporation shall be required, or of the sale or transfer of all or
substantially all of the assets of the Corporation or of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
other property; or

(v)
of the voluntary or involuntary dissolution, liquidation or winding up of the
Corporation;

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then the Corporation shall cause to
be mailed to the Registered Holders, at their last addresses as they shall appear upon the
stock transfer books of the Corporation, at least 30 days prior to the applicable record
date hereinafter specified, a notice (the Notice) stating (x) the date on
which a record (if any) is to be taken for the purpose of such dividend, distribution or
granting of rights or warrants or, if a record is not to be taken, the date as of which
the Common Holders of record to be entitled to such dividend, distribution, rights or
warrants are to be determined and a description of the cash, securities or other property
to be received by such holders upon such dividend, distribution or granting of rights or
warrants or (y) the date on which such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up is expected to become
effective, the date as of which it is expected that Common Holders of record shall be
entitled to exchange their Common Shares for securities or other property deliverable upon
such exchange, dissolution, liquidation or winding up and the consideration, including
securities or other property, to be received by such holders upon such exchange; provided,
however, that no failure to mail such notice or any defect therein or in the mailing
thereof shall affect the validity of the corporate action required to be specified in such
notice.

(g)
Fractional Shares. No fractional shares or scrip representing fractional
Common Shares shall be issued upon conversion of Series B Preferred. In lieu of
any fractional share or scrip to which the holder would otherwise be entitled
(after aggregating all of the Series B Shares to be converted on such date), the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the same fraction of the Series B Conversion Price as of
the close of business on the day of conversion.

(h)
Reservation of Common Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
Common Shares, solely for the purpose of effecting the conversion of the Series
B Shares, such number of its Common Shares as shall from time to time be
sufficient to effect the conversion of all outstanding Series B Shares. The
Corporation shall use its best efforts from time to time, in accordance with the
laws of the State of Georgia, to increase the authorized number of Common Shares
if at any time the number of shares of authorized, unissued and unreserved
Common Stock shall not be sufficient to permit the conversion of all the
then-outstanding Series B Shares.

(i)
Notices. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand against written receipt therefore,
addressed to: the Corporation at 3150 Holcomb Bridge Road, Suite 200, Norcross,
GA 30071, Attn: Chief Financial Officer and to a Registered Holder at such
holders address as appearing on the books of the Corporation. Notices
shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or
delivered when received.

(j)
Payment of Taxes. The Corporation will pay all taxes (other than taxes
based upon income) and other governmental charges that may be imposed with
respect to the issuance or delivery of Common Shares upon conversion of Series B
Shares.

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SECTION 9. NO AMENDMENT OR IMPAIRMENT.

The Corporation shall not amend the Restated Articles (including, for avoidance of doubt, this
Amendment), except in accordance with the provisions of Section 7 hereof, or participate
in any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, for the purpose of avoiding or seeking
to avoid the observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in carrying out
all such action as may be reasonably necessary or appropriate in order to protect the
rights of the Series B Holders against impairment; provided that the Corporation
may obtain and rely on the approval of a Series B Majority as conclusively establishing
the good faith and validity of any matter.

SECTION 10. NO REISSUANCE OF SERIES B PREFERRED.

No Series B Shares acquired by the Corporation by reason of redemption, purchase, conversion
or otherwise shall be reissued.